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作为虚拟市场,证券市场的有效运作依赖于市场中信息发布的质量,这也是上市公司、投资者与监管机构之间力量博弈的结果。在中国资本市场发展二十年之后反思并完善投资者保护法律制度,应立足市场“新兴”阶段的特征及投资者结构特殊性的考虑,规范信息披露行为并构建全面的证券虚假陈述法律责任体系。素以证券市场及监管制度发达著称的美国规制证券虚假陈述行为的制度经验值得中国借鉴,近期高盛集团与美国证监会的和解案即是其中一例。
As a virtual market, the effective operation of the securities market depends on the quality of the information released in the market. It is also the result of the game of forces between listed companies, investors and regulators. Reflecting and improving the legal system of investor protection after 20 years of development of the capital market in China should be based on the characteristics of the “emerging” stage of the market and the particularity of the investors’ structure, regulate the behavior of information disclosure and construct a comprehensive securities misrepresentation law Responsibility system. The experience in the system of institutionalizing the misrepresentation of regulated securities in the United States, which is well-known for its securities market and regulatory regime, deserves China’s reference. The settlement case between Goldman Sachs and the Securities and Exchange Commission recently was one example.